Fourth Amendment to Credit Agreement

On January 15, 2013, the Fourth Amendment (the "Credit Agreement Amendment") to the Credit Agreement dated as of December 20, 2012, which amends the Credit Agreement dated as of December 17, 2010, among QRE Operating, LLC, a wholly owned subsidiary of QR Energy, LP (the "Partnership") as Borrower, the Partnership, QRE GP, LLC, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto, became effective. Upon such effective date, the letter of credit commitment under the Partnership's credit facility increased from $20 million to $30 million and the borrowing base increased from $730 million to $900 million. The Credit Agreement Amendment also placed a limit on a carve out permitting the assumption of debt associated with bonds or surety obligations required in connection with the operation of oil and gas properties.

The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the Credit Agreement Amendment filed as Exhibit 10.1 hereto and incorporated herein by reference.

(d) Exhibits.

Exhibit No.                                  Description

   10.1           Fourth Amendment to Credit Agreement dated as of December 20,
                  2012, by and among, QRE Operating, LLC, QR Energy, LP, QRE GP,
                  LLC, Wells Fargo Bank, National Association, as Administrative
                  Agent, and the lenders party thereto